SmarTone Telecommunications Holdings Limited — Proxy Solicitation & Information Statement 2008

Oct 13, 2008

SMARTONE TELECOMMUNICATIONS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00315)

Proxy Form for Annual General Meeting

I/We,

of

being the registered holder(s) of

shares[1] of HK$0.10 each in the capital of the

Company hereby appoint[2]

of

or failing him the Chairman of the meeting as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at World Trade Centre Club, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 5 November 2008 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following Resolutions set out in the Notice convening the said Meeting:

	mpanyhereby appoint2	mpanyhereby appoint2
	failing him the Chairman of the meeting as my/ourany adjournment thereof) of the Company to be houcester Road, Causeway Bay, Hong Kong on Wednd, if thought fit, passing the following Resolutions
			proxy to vote aneld at World Tradesday, 5 Novemset out in the No	d act for me/us ae Centre Club, 3ber 2008 at 10:00tice convening t		t the Annual Gen8th Floor, Worlda.m. for the purphe said Meeting:		eral Meeting (Trade Centre,ose of conside
	Resolutions				F	or3		Against3
1	.	To adopt the audited financial statements anDirectors and Auditors for theyear ended 30 J	d the Reports ofune 2008.	the
2	.	To approve thepayment of final dividend.
3.
		(i)(a) To re-elect Mr Raymond Ping-luen Kwok as Director;
		(b) to re-elect Mr Michael Yick-kam Wongas Director;
		(c) to re-elect Mr Wing-yui Cheungas Director;
		(d) to re-elect Mr David Norman Prince as Director;
		(e) to re-elect Mr Thomas Hon-wah Siu as Director;
		(f) to re-elect Mr Xiang-dongYangas Director;
		(g) to re-elect Mr Peter David Sullivan as Director; and
		(ii)to authorise the Board of Directors to fix the fees of Directors.
4.		To re-appoint PricewaterhouseCoopers as Auditors of the Companyand to authorise the Board of Directors to fix their remuneration.
5.		To give a general mandate to the Board of Directors to issue anddispose of additional shares in the Company not exceeding 10% ofthe nominal amount of the issued share capital.
6.		To give a general mandate to the Board of Directors to repurchaseshares of the Company not exceeding 10% of the nominal amountof the issued share capital.
7.		To extend the general mandate granted to the Board of Directors toissue shares in the capital of the Company by the number of sharesrepurchased.

Signed this day of , 2008 Signature(s)

Notes:

1. Please insert the number of shares of HK$0.10 each in the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. If the name of the proxy is not inserted, the Chairman of the meeting shall be your proxy.

3. Please indicate with an “X” in the relevant box which way you wish your votes to be cast. If no indication is given, the proxy will vote or abstain at his discretion.

4. Corporations must execute this form under their common seal or by an officer or attorney duly authorised.

5. In order to be valid, a form of proxy must be returned to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time appointed for holding the meeting.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members.

7. A proxy need not be a member of the Company.

8. Any alteration made to this form of proxy must be initialed by the person who signs it.